Exhibit
10.23


EXECUTIVE
EMPLOYMENT AGREEMENT


This EMPLOYMENT
AGREEMENT (“Agreement”) dated April 5, 2005 and effective as of May 23, 2005 (“Effective
Date”) is entered into by and between David Osborne (“Employee”) and Hawaiian
Airlines, Inc., a Hawaii corporation (“Company”).


Company and
Employee desire to establish Company’s right to services of Employee, in the
capacity described below, on the terms and conditions and subject to the rights
of termination hereinafter set forth, and Employee agrees to engage in such
employment on those terms and conditions.


In consideration
of the mutual agreements hereinafter set forth, Employee and Company have
agreed and do hereby agree as follows:


1.             EMPLOYMENT AS SENIOR VICE
PRESIDENT — CHIEF INFORMATION OFFICER (“CIO”).  Company does hereby employ and engage
Employee as Senior Vice President - CIO, and Employee does hereby accept and
agree to such engagement and employment.


a.             Basic Duties.  Employee’s duties during the Employment
Period shall be to serve as Senior Vice President — CIO, which shall include
having overall charge and responsibility for Information Technology (“IT”)
management (encompassing enterprise architecture, plans, and accountability for
Company’s IT investments and results), information management, information
security (to protect the availability of Company’s computer systems, the
integrity of business operations, and the confidentiality of sensitive
information), information quality guidelines (oversight and maintenance to
ensure and maximize the quality, objectivity, utility, and integrity of
information, including statistical information, disseminated by Company), and
implementation of and compliance with applicable laws, rules and regulations.
The precise scope of the duties of Employee may be modified from time to time
at the discretion of Company’s President and Chief Executive Officer (CEO) or
his designee(s) consistent with Employee’s titles and general duties and
responsibilities hereunder.


b.             Reporting Relationship.  Employee shall at all times report to the
President and CEO or his designee(s).


c.             Time and Effort Expected of
Employee.  Employee shall devote full
time, attention, energy and skill to the performance of Employee’s duties for
Company and for the benefit of Company. 
Furthermore, Employee shall exercise due diligence and care in the
performance of Employee’s duties to Company under this Agreement.


2.             TERM OF AGREEMENT.  The term of this Agreement (“Term”) shall
commence on the Effective Date and shall continue for a period of two (2)
years, unless terminated earlier as provided in Section 7 of this
Agreement.  The term of this Agreement
may be extended upon mutual agreement in writing signed by Employee and an
authorized representative of Company. 
The period of time commencing on the Effective Date and ending on the
expiration date of the 











Term, or, if
earlier, the date of termination of Employee’s employment (“Termination Date”)
under this or any successor agreement shall be referred to as the “Employment
Period.”


3.             COMPENSATION.


a.             SIGNING BONUS.  As an inducement to enter into this
Agreement, Company will pay Employee a signing bonus in the gross amount of
$100,000, less applicable withholdings, payable within thirty (30) days after
full execution of this Agreement.


b.             BASE SALARY.  Company shall pay Employee, and Employee
agrees to accept from Company, a base salary at the rate of TWO HUNDRED AND
TWENTY-FIVE THOUSAND DOLLARS AND NO /100THS DOLLARS ($225,000) per year (“Base
Salary”), less applicable withholdings required by law or Employee’s benefit
plans or other deductions authorized in writing by Employee to be withheld or
deducted, payable in equal semi-monthly installments in accordance with Company’s
regular payroll practices.  Employee’s
Base Salary shall be reviewed annually by Company and may be increased, but not
decreased, by Company in its sole and absolute discretion.  Any adjusted amounts under this Section 3.b.
will thereafter become the “Base Salary” for purposes of this Agreement.


c.             PERFORMANCE BONUS.  In addition to the Base Salary, Employee
shall be eligible to participate during the Employment Period in any
performance bonus plan hereafter established for senior officers of Company by
the Board of Directors (the “BOD”).  Any
award to Employee under that plan shall be payable, less applicable
withholdings, in the amount, in the manner, and at the time determined by the
BOD, in its sole and absolute discretion. Company will request that the BOD
award a target bonus equal to 60% of Employee’s Base Salary, with actual
payment amount established annually as a function of overall corporate
performance and Employee’s performance relative to previously established
management objectives.


d.             STOCK OPTIONS.  In addition to Base Salary, Employee shall be
eligible to participate during the Employment Period in any stock option plan
hereafter established for the senior officers of Company by the BOD, and to
receive an initial grant of a number of option shares and having other terms
and conditions consistent with initial grants set forth in the cover letter to
this Agreement, and in accordance with plan terms and applicable law. Subject
to the foregoing, any award to Employee under such plan shall be made in an
amount, in the manner, and at the time determined by the BOD, in its sole and
absolute discretion.


e.             LONG TERM INCENTIVE PLANS.  In addition to Base Salary, Employee shall be
eligible to participate during the Employment Period in any long term incentive
plans hereafter established for the senior officers of Company by the BOD in
accordance with plan terms and applicable law. 
Any award to Employee under such plan shall be made in an amount, in the
manner, and at the time determined by the BOD, on a basis consistent with other
senior officers, but otherwise in its sole and absolute discretion.











f.              401(k) PLAN. 
Employee shall be eligible to participate in a 401(k) or analogous plan
(the “401(k) Plan”) according to its terms, which shall be developed by
Company, subject to approval of the BOD, and which shall not occur before
Company’s emergence from Chapter 11 bankruptcy.


4.             FRINGE BENEFITS.  During his employment under this Agreement,
Employee shall be eligible to participate in, and to be covered by, such
employee benefit plans effective generally with respect to Company’s senior
vice president employees as those plans may be amended, supplemented, replaced
or terminated from time to time, to the extent Employee is eligible under the
terms of such plans; and Employee shall be eligible to receive such other
fringe benefits as may be granted to Employee from time to time by the BOD or
as delegated by it in its sole and absolute discretion.  In addition to the foregoing benefits,
Employee shall also receive the following individual benefits:


a.             TRAVEL BENEFITS.  During the Employment Period, Employee and
Employee’s spouse and eligible dependents shall be entitled to travel benefits
on Company flights (but not charter flights) at a level and under procedures
commensurate with the officer level, subject to IRS requirements, and pursuant
to Company policy.  Employee and Employee’s
spouse and eligible dependents of Employee shall be entitled to travel benefits
on other airlines consistent with Company’s interline transportation
agreements.


b.             EXECUTIVE LONG-TERM DISABILITY INSURANCE PLAN.  Subject to the applicable waiting periods,
Employee will be included, at Company’s expense, in Company’s Executive
Long-Term Disability Insurance Plan, as it may be amended, supplemented,
replaced or terminated from time to time.


c.             BUSINESS EXPENSES.  Company shall reimburse Employee for any and
all reasonable out-of-pocket, necessary, customary, and usual expenses,
properly receipted in accordance with Company policies, incurred by Employee on
behalf of Company, provided Employee properly accounts to Company for such
expenses in accordance with the rules and regulations of the Internal Revenue
Service under the Code, and in accordance with the standard policies and
procedures of Company to reimburse business expenses, which obligation shall
survive the termination of this Agreement.


d.             VACATIONS.  Company will provide reasonable vacations
authorized by the President and CEO subject to requirements of operations and
as duties may permit, provided that unused vacation will not be accrued and
Company will not make payment to Employee for unutilized vacation.


e.             SICK LEAVE.  Reasonable sick leave for illness or injury
will also be provided, provided that unused sick leave will not be accrued and
Company will not make payment to Employee for unutilized sick leave.











5.             RELOCATION.


a.             Company will reimburse Employee for
all reasonable costs related to relocation to Hawaii, which will include, but
not be limited to, the following items: 
(i) the reasonable out-of-pocket costs of moving his household goods and
belongings from his present home to Hawaii, including packing, unpacking,
shipping and insurance; (ii) the shipment of one automobile to Hawaii; and
(iii) one (1), one-way travel costs (coach) for Employee and his spouse
and eligible dependents directly related to Employee’s relocation to Hawaii,
(collectively referred to as the ‘Relocation Expenses”).  The Relocation Expenses will be reimbursed to
a maximum of $40,000, with appropriate receipts, grossed up for all taxes
incurred by employee on such reimbursements.


b.             If, during the first eighteen (18)
months following the Effective Date, Company terminates Employee’s employment
without Cause then Company will reimburse Employee for reasonable costs
described above as Relocation Expenses incurred to relocate from Hawaii
(collectively referred to as the “Termination Expenses”).  The Termination Expenses will be reimbursed
up to a maximum of the lesser of (i) actual Relocation Expenses paid under
Section 5.a. above, or (ii) $40,000, inclusive of tax, with appropriate
receipts.


c.             If, during the first twelve (12)
months following the Effective Date, Employee voluntarily resigns from Company
(other than due to a material breach of this Agreement by Company), Employee
agrees to repay Company the full amount Employee received as Relocation
Expenses in Section 5.a., and the full amount received by Employee in Section
3. a .


6.             CONFIDENTIAL INFORMATION.  Employee recognizes that by reason of
Employee’s employment by and service to Company, Employee will occupy a position
of trust with respect to business and technical information of a secret or
confidential nature which is the property of Company which will be imparted to
Employee from time to time in the course of the performance of Employee’s
duties hereunder (the “Confidential Information”).  Employee acknowledges that such information
is Company’s valuable and unique asset and agrees that Employee shall not,
during or after the Term of this Agreement, use or disclose directly or
indirectly any of Company’s Confidential Information to any person, except that
Employee may use and disclose to Company’s authorized personnel such
Confidential Information as is reasonably appropriate in the course of the
performance of Employee’s duties hereunder. 
Company’s Confidential Information shall include all information and
knowledge of any nature and in any form relating to Company including, but not
limited to, business plans; development projects; computer software and related
documentation and materials; designs, practices, processes, methods, know-how
and other facts relating to Company’s business; and advertising, promotions,
financial matters, sales and profit figures, and customers or customer lists.


7.             TERMINATION OF EMPLOYEE’S
EMPLOYMENT.


a.             DEATH.  If Employee dies while employed by Company,
Employee’s employment shall immediately terminate. Company’s obligation to pay
Employee’s Base Salary shall cease as of the date of Employee’s death.
Thereafter, Employee’s beneficiaries or estate 











shall receive
benefits, if any, in accordance with Company’s retirement, insurance, and other
applicable benefit plans then in effect.


b.             DISABILITY.  If Employee (i) becomes Disabled, as defined
in Company’s Executive Long-Term Disability Plan, (ii) he cannot be reasonably
accommodated by Company, and (iii) he commences to receive long-term disability
benefits, Employee’s employment may be terminated by Company or Employee.  During any period prior to such termination
during which Employee is absent from the full-time performance of Employee’s
duties with Company due to Disability, Company shall continue to pay Employee
the Base Salary at the rate in effect at the commencement of such period of
Disability.  Any such payments made to
Employee shall be reduced by amounts received from disability insurance
obtained or provided by Company, and by the amounts of any benefits payable to
Employee, with respect to such period, under Company’s Executive Long-Term
Disability Plan.  Subsequent to the
termination provided for in this Section 7.b., Employee’s eligibility for any
benefits shall be determined under Company’s retirement, insurance, and other
applicable benefit plans then in effect in accordance with the terms of such
plans.


c.             TERMINATION BY COMPANY FOR CAUSE.  Company may terminate Employee’s employment
under this Agreement for “Cause” at any time prior to expiration of the Term of
the Agreement, only upon the occurrence of any one or more of the following
events:


(i)            The material breach of this
Agreement by Employee, including without limitation, repeated neglect of
Employee’s duties, Employee’s repeated material lack of diligence and attention
in performing services as provided in this Agreement, or Employee’s repeated
failure to implement or adhere to Company policies, in each case after notice
to Employee stating the reason for such breach and providing Employee thirty
(30) days opportunity to cure, provided however that such notice and
opportunity to cure shall not be required to be provided more than three (3)
times during the Employment Period prior to termination.


(ii)           Commission of a crime (other than a
petty offense or traffic violation) that has a material adverse impact on
Company’s reputation and standing in the community.


(iii)          Fraudulent conduct in connection with
the business affairs of Company, regardless of whether said conduct is designed
to defraud Company or others.


(iv)          Conduct in material violation of
Company’s and/or its parent company’s corporate compliance rules, practices,
procedures and ethical guidelines.


(v)           Material violation(s) of Company’s House Rules, a copy of which has been
provided to Employee by Company.


In the event of
termination for Cause, Company’s obligation to pay Employee’s Base Salary and
all benefits shall cease as of the Termination Date.  Except as provided above in Section 7.c.(i).,












if Employee’s
employment is terminated for Cause, Employee’s employment may be terminated
immediately without any advance written notice.


d.             TERMINATION BY COMPANY WITHOUT
CAUSE.  Company shall have the right
to terminate Employee’s employment prior to the expiration of the Term, at any
time, without Cause.  In the event
Company shall so elect to terminate Employee’s employment without Cause,
Employee shall be entitled to only such payments as may be required under the
terms of Section 8 of this Agreement. 
Employee agrees that in the event of his termination without Cause, the
Term of this Agreement will be deemed to be the period between the Effective
Date and the Termination Date.


e.             TERMINATION AT END OF TERM.  If Employee continues to work through the end
of the Term, this Agreement will expire at the end of the Term, and Company’s
obligation to pay Employee’s compensation and fringe benefits shall cease as of
the end of the Term.  In the event either
Employee or Company desires Employee to be employed by Company beyond the
Employment Period, such party will notify the other in writing of his or its
intention 180 days prior to the end of the Term and the parties will negotiate
any extension prior to the end of the Term (“Extension Negotiation Period”).  If the parties do not reach agreement to
extend Employee’s employment during the Extension Negotiation Period, Employee’s
employment shall end on the last day of the Term and Employee shall be entitled
to an amount equal in total to six months of prorated Employee’s Base Salary
and medical/dental premiums in addition to the remainder of compensation and
benefits owed under the Term of this Agreement (“the Non-Renewal Sum”).  The Non-Renewal Sum shall be paid in a lump sum,
less applicable withholdings, on the Termination Date.


f.              RESIGNATION BY EMPLOYEE.  If Employee voluntarily resigns his
employment at any time during the term of this Agreement, Company’s obligation
to pay Employee’s compensation and fringe benefits shall cease as of the date
of resignation.  Employee agrees to
provide Company with at least thirty (30) days written notice prior to the
effective date of resignation. Company may elect, in its sole and absolute
discretion, to relieve Employee of his employment duties for all or any part of
the thirty (30) day notice period. However, Employee shall continue to receive
compensation and benefits under this Agreement through the effective date of
his resignation.


g.             RETURN OF COMPANY PROPERTY.  Upon termination, Employee will immediately
return all Company issued items, including, but not limited to Company
identification badge(s), access card(s), AOA badge(s), travel card, Friendship
Travel Passes (FTPs), computer equipment (hardware/software), disks and/or electronic
data, fax machine(s), pager(s), company credit card(s), company telephone
card(s), access code(s), key(s), company files, work product, manuals, customer
lists, company documents, financial information, operational information,
plans, memoranda, notes, and correspondence.


h.             PAYMENT OF ACCRUED OBLIGATIONS.  Notwithstanding anything in this Section 7 to
the contrary, upon termination of Employee’s employment for any reason, Company












shall pay
Employee: (i) Employee’s Base Salary earned and unpaid through the Termination
Date, if any, and (ii) unreimbursed expenses payable in accordance with Company
policy (“Accrued Expenses”).  The payment
of Accrued Expenses shall be made within ten (10) days following Termination
Date.


8.             PAYMENTS UPON TERMINATION WITHOUT
CAUSE IN EXCHANGE FOR AGREEMENT TO WAIVE ALL CLAIMS.


a.             If, during the Term of this
Agreement, Employee’s employment is terminated by Company without Cause, in
addition to Accrued Obligations, Employee shall be entitled to the following
payments in exchange for a valid release and waiver of all claims through the
Termination Date that Employee may have at that time against Company or related
persons or entities (“Waiver of All Claims”): Company shall pay to Employee an
amount equal to Employee’s Base Salary and medical/dental premiums for one year
plus the prorated value of any Performance Bonus to which Employee would have
been entitled in the current year (“the Settlement Sum”).  The Settlement Sum shall be paid in a lump
sum, less applicable withholdings, on the Termination Date.  Company shall provide all information for
continuation of fringe benefits to the extent required by law.


b.             If Employee fails or refuses to
agree to a valid Waiver of All Claims through the Termination Date, Employee
will not be paid any amounts under this Section 8.


c.             TAX WITHHOLDING OBLIGATIONS.
At the time that the Waiver of All Claims is executed, the parties will
determine the extent to which any of the payments provided for in this Section
8 may be subject to federal, state, or local tax or other withholdings.  Those tax/withholding obligations will be
detailed in the Waiver of All Claims.


d.             NO OTHER COMPENSATION OR
BENEFITS POST TERMINATION.  No other
payment, compensation or fringe benefit other than as described in this Section
8 and in Section 5.b. shall be provided to, or owed to, Employee after
termination with or without Cause.


e.             Employee shall not be required in
any way to mitigate the amount of any payment provided for in this Section 8,
including, but not limited to, by seeking other employment, nor shall the
amount of any payment provided for in this Section 8 be reduced by any
compensation earned by Employee as the result of employment with another
employer after the Termination Date, or otherwise.


9.             NONCOMPETITION PROVISIONS.


a.             NONCOMPETITION.  During the Term of this Agreement and for a
period of twelve (12) months commencing on the Termination Date, Employee
agrees and covenants that Employee shall not, directly or indirectly, undertake
to become an employee, officer, partner, consultant or otherwise be connected
with any entity (i) for which, at such time, in excess of 10% of its revenues
are derived from airline operations (including without limitation, passenger, 











charter, military,
cargo, or other airline operations) within Hawaii and/or between Hawaii and the
mainland United States, or (ii) in which Employee’s specific duties and
responsibilities are in direct competition with Company either within Hawaii or
on routes to and from Hawaii serviced by Company. Employee acknowledges and
agrees that any breach of this non-competition provision shall entitle Employer
to immediately terminate any payments to him pursuant to Section 8 of this
Agreement.  In addition, Employee agrees
that any breach or threatened breach of this provision 9.a. will entitle
Company to an injunction from any court having jurisdiction over Employee, it
being agreed that any such breach would irreparably harm Company.  In addition, Company will be entitled to such
damages as may be proved in court arising from such breach.


b.             NONDISPARAGEMENT.  During the Term of this Agreement and for a
period of twelve (12) months commencing on the Termination Date, Employee
agrees that he shall not make any statements that disparage or tend to disparage
Company, its products, services, officers, employees, advisers or other
business contacts, and Company agrees that its officers and management
employees of Company’s human resources department shall not make any statements
that disparage or tend to disparage Employee. 
The parties acknowledge and agree that each act of such disparagement
shall entitle the other to $5,000 in liquidated damages, which shall be awarded
by an arbitrator pursuant to the provisions of Section 11 of this
Agreement.  In addition, Employee
acknowledges that any breach of this non-disparagement provision shall entitle
Company to immediately terminate any payments pursuant to Section 8 of this
Agreement.  Nothing herein shall be
construed to apply to limit Company in its exercise of Section 7.c. or permit
sanctions for statements made in the exercise of such provision.


c.             RIGHT TO COMPANY MATERIALS.  Employee agrees that all styles, designs,
lists, materials, books, files, reports, correspondence, e-mails and other
paper and electronically stored information, records, and other documents (“Company
Materials”) used, prepared, or made available to Employee, shall be and shall
remain the property of Company.  Upon the
termination of employment or the expiration of this Agreement, all Company
Materials shall be returned immediately to Company, and Employee shall not make
or retain any copies thereof.


d.             ANTI-SOLICITATION.  Employee promises and agrees that during the
term of this Agreement and for a period of twelve (12) months commencing on the
Termination Date, Employee will not influence or attempt to influence customers
or suppliers of Company or any of its present or future subsidiaries or
affiliates, either directly or indirectly, to divert their business to any
individual, partnership, firm, corporation or other entity then in competition
with the business of Company or any subsidiary or affiliate of Company.
Employee acknowledges and agrees that any breach of this anti-solicitation
provision shall entitle Company to immediately terminate any payments pursuant
to Section 8 of this Agreement.  In
addition, Employee agrees that each act of such solicitation shall entitle
Company to $5,000 in liquidated damages, which shall be awarded by an arbitrator
pursuant to the provisions of Section 11 of this Agreement.


 















e.             SOLICITING EMPLOYEES.  During the term of this Agreement and for a
period of twelve (12) months commencing on the Termination Date, Employee
promises and agrees that Employee will not directly or indirectly solicit any
of Company’s employees to work for any business, individual, partnership, firm,
corporation, or other entity.  Employee
acknowledges and agrees that any breach of this Soliciting Employees provision
shall entitle Company to immediately terminate any payments pursuant to Section
8 of this Agreement. In addition, Employee agrees that each act of such
solicitation shall entitle Company to $5,000 in liquidated damages, which shall
be awarded by an arbitrator pursuant to the provisions of Section 11 of this
Agreement.


10.           NOTICES.  All notices,  requests, demands and other
communications hereunder shall be in writing and shall be effective upon
receipt.  All notices shall be given or
served personally or sent by facsimile or first class mail, postage prepaid,
addressed as follows:


If to Company:


Hawaiian Airlines, Inc.

Attn:  Senior Vice President, People
Services Group

3375 Koapaka Street, Suite H-460

Honolulu, Hawaii 96819

Phone:    808/835-3628

Fax:         808/838-6731


If to Employee:


David J. Osborne

At Employee’s address set forth on the payroll records of Company.


or to such other
address which the party receiving the notice has notified the party giving the
notice in the manner aforesaid.


11.           ARBITRATION CLAUSE/ATTORNEY’S FEES.  Any controversy or claim arising out of or
relating to this Agreement (other than a breach of Provision 9.a.) shall be
settled by expedited arbitration administered by Dispute Prevention and
Resolution, Inc. (“DPR”) in Honolulu, Hawaii under its rules applicable to the
arbitration of employment disputes, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.  In the event judicial, quasi-judicial or
arbitral determination is necessary to resolve any dispute arising as to the
parties’ rights and obligations hereunder, the parties agree that the losing
party shall pay the costs and fees of the prevailing party.  Should there be a disagreement between the
parties as to who is the losing party and who is the prevailing party, the
judicial, quasi-judicial or arbitral body shall have the jurisdiction to
determine that status.


12.           ­ATTORNEY’S FEES FOR ADVICE AND
COUNSEL ASSOCIATED WITH THE NEGOTIATION OF THIS AGREEMENT.  Company agrees to reimburse Employee for 











reasonable
attorney’s fees incurred for advice and counsel associated with the
consummation of this Agreement not to exceed $10,000.


13.           TERMINATION OF PRIOR AGREEMENTS.  This Agreement terminates and supersedes any
and all prior agreements and understandings between the parties with respect to
employment or with respect to the compensation of Employee by Company from, and
after the Effective Date.


14.           ASSIGNMENT: SUCCESSORS.  This Agreement is personal in its nature and
neither of the parties hereto shall, without the consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder; provided
that, in the event of the merger, consolidation, transfer, or sale of all or
substantially all of the assets of Company with or to any other individual or
entity, this Agreement shall, subject to the provisions hereof, be binding
upon, and inure to the benefit of such successor and such successor shall
discharge and perform all the promises, covenants, duties, and obligations of
Company hereunder.


15.           GOVERNING LAW.  This Agreement and the legal relations thus
created between the parties hereto shall be governed by and construed under and
in accordance with the laws of the State of Hawaii.


16.           ENTIRE AGREEMENT: HEADINGS.  This Agreement embodies the entire agreement
of the parties respecting the matters within its scope and may be modified only
in writing.  Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.


17.           WAIVER; MODIFICATION.  Company’s failure to insist upon strict
compliance with any of the terms, covenants, or conditions hereof shall not be
deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right
or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.  This Agreement shall not be modified in any
respect except by a writing executed by each party hereto.


18.           SEVERABILITY.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any statute or public policy, only the portions of this Agreement that violate
such statute or public policy shall be stricken.  All portions of this Agreement that do not
violate any statute or public policy shall continue in full force and effect.
Further, any court order striking any portion of this Agreement shall modify
the stricken terms as narrowly as possible to give as much effect as possible
to the intentions of the parties under this Agreement.


19.           INDEMNIFICATION.  Company shall indemnify and hold Employee
harmless to the maximum extent permitted by Section 415-5 of the Hawaii
Business Corporation Act, and the Restated Articles of Incorporation and
Amended Bylaws of Hawaiian Airlines, Inc. 
Company will maintain a directors and officers liability insurance
policy during the term of this 











Agreement, which
policy shall name Employee as an insured.


20.           COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


21.           FACSIMILE SIGNATURES.  This Agreement may be executed by the parties
by facsimile, and facsimile signatures shall be binding.


IN WITNESS
WHEREOF, Company has caused this Agreement to be executed by its duly
authorized officers, and Employee has hereunto signed this Agreement, as of the
date first above written.


	
  HAWAIIAN AIRLINES, INC.:

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mark B.
  Dunkerley

  	
   

  	
  David J. Osborne

  
	
  President and
  Chief Operating Officer